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Swiss Life successfully completes capital increase


Swiss Life Holding has successfully completed its CHF 834 million rights and CHF 317 million convertible bond offerings. The combined gross proceeds will be used to finance the acquisition of Banca del Gottardo from Swiss Life/Rentenanstalt.

Under its rights offering, fully underwritten by a banking syndicate led by Goldman Sachs and UBS, Swiss Life Holding has issued 8 344 680 new registered shares. Approximately 99.85% of all rights have been exercised. The shares in respect of non-exercised rights were subsequently sold in the market.

Under its CHF 317 million convertible bond offering, approximately 10.16% of the non-tradable advance subscription rights were exercised by existing shareholders. The remaining convertible bonds in the amount of approximately CHF 285 million were placed in the market in a bookbuilding process run by Goldman Sachs and UBS. The final coupon was set at 0.625% p. a. and the conversion price at CHF 209.63, representing a premium of 30% over the volume-weighted average share price of
CHF 161.25 in today's trading (cutoff 4:00 p.m.).

Swiss Life Holding will use the combined gross proceeds of the rights issue and the convertible bond of CHF 1.15 billion to finance the acquisition of Banca del Gottardo from Swiss Life/Rentenanstalt. Commenting on the successful conclusion of the capital increase, CEO Rolf Dörig said: "For us, the smoothness of the transactions was a strong demonstration of confidence and shows that our investors have also recognised the advantages of transferring the bank from the insurance company to the holding company."

Swiss Life

Swiss Life is a leading provider of life insurance and long-term savings and protection. Swiss Life offers individuals and companies comprehensive advice and a broad range of products via agents, brokers and banks in its domestic market, Switzerland, where it is market leader, and selected European markets. Multinational companies are serviced with tailor-made solutions by a network of partners in over 40 countries.

Swiss Life Holding, registered in Zurich, was founded in 1857 as the Swiss Life Insurance and Pension Company. Shares of Swiss Life Holding are listed on the SWX Swiss Exchange (SLHN). The enterprise employs around 10 000 people worldwide.

Legal Disclaimer:
The purpose of this publication is to inform shareholders of Swiss Life Holding and the public. This press release does not constitute an offer to buy or to subscribe to securities of Swiss Life Holding or any of its affiliates and it does not constitute an offering circular within the meaning of Art. 652a of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SWX Swiss Exchange. Investors should make their decision to buy shares or convertible bonds solely based on the corresponding prospectus. The prospectus relating to the rights issue and the preliminary prospectus relating to the convertible bond offering were published on 18 May 2004. Both are available on the website of Swiss Life at Investors are furthermore advised to consult their bank or financial adviser.

This publication contains specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not place undue reliance on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

No offer or sale of any securities mentioned in this publication is being made in or into the United States.

These materials are not for distribution, directly or indirectly in or into the United States.

These materials are not an offer to subscribe for or purchase securities in the United States. The securities may not be offered or sold in the United States, unless they are registered or exempt from registration. There will be no public offer of securities in the United States.

Prices and values of securities, and their related performance, may go down as well as up, and investors may not get back the amount invested. The past performance of securities is no guide to future performance. Persons needing advice should consult an independent adviser.

Goldman Sachs and UBS are acting for Swiss Life Holding and no-one else in connection with the proposed rights and convertible bond offerings by Swiss Life Holding and will not be responsible to anyone other than Swiss Life Holding for providing the protections afforded to clients of Goldman Sachs and UBS or for providing advice in relation to the proposed rights and convertible bond offering.

Stabilisation / FSA